Ben 10 Plus 1
by The Unforgiven One
Summary: This starts in season 2 between episode 1 and 2 and continues from there. I added a character I made up late one night and have him mingle with everyone from the show from that point. Some plot points are slightly changed to fit him in, but it's mostly still the same, just with one extra person. Also, I honestly can't settle on his name, so forgive me if I change it sometime soon


Somewhere in the woods in South Dakota:

A young boy, just a bit younger than eleven, is sitting on a rock, bored out of his mind. His grandfather and cousin are both off doing boring chores. The boy sighed a very long sigh and looked out onto the river in front of him. Oh how he wished that something interesting would happen right now. Suddenly, a cry for help came from behind him. He jumped to his feet and rushed into the woods to investigate. A few moments later, he discovered what cried out for help. It was another boy, around the same age as he, and he seemed knocked out. The first boy bent down to check on the second, when he suddenly leaped to his feet and grabbed the first by the throat. Gasping for air, he said,

"Relax. I'm not going to hurt you." The violent one released his grip. "I'm Ben," he stated. "What's yours?" The boy just backed away slowly. Ben lifted his hands and calmly said again, "I promise I won't hurt you. I just want to know your name." The boy cautiously replied,

"Leon." Ben smiled and let down his hands.

"Okay, Leon, how about you tell me what was going on?" He hesitated,

"Well," he started, "My family, they-" he was cut off by an explosion from the distance. Ben instantly knew where that had come from.

"Grandpa!" He shouted, and took off. Leon followed, at a quick pace, for he knew what caused the explosion.

Once at the camp, Ben saw that the RV him and his family arrived in was unharmed. There was, however, a massive crater next to where they set up camp. Ben slowly went over to the crater to see if anything had crashed landed in there. There wasn't anything. Leon gasped, which made Ben turn sharply around. There, hulking in front of the two boys was a giant four legged beast that was a dark shade of purple, making it almost impossible to see in the dark, and had bright white eyes that glared at the two. Its growl made Ben's chest vibrate slightly, but he stood his ground. The creature then turned to face Leon, whose face was that of a ghost. Leon was frozen with fear, but Ben had other plans for the beast and with the push of a button on the watch on his left wrist, he transformed into a diamond skinned alien. Leon couldn't believe his eyes. He just witnessed a ten year old boy turn into some abomination.

"Alright, tiny," Ben quipped, "It's time for you to get wrecked!" The beast roared and charged Ben. He reacted fast by creating a wall of diamond which caused the beast to collide into and fall back on itself. Ben laughed a little, but not for long. The beast rose back up and transformed into a human like figure. It smiled with teeth as bright as his eyes and suddenly vanished into the dark woods. Beeping then ensued and then a flash of green light lit up the camp. Ben became his old normal self. Leon was still immobilized by pure fear. He stepped back and tripped over some debris. Ben slowly approached him, but Leon protested,

"No! Stay away! You're just like them!" Ben, in a low voice replied,

"Like who? Him? I can tell you for sure, that I am nothing like him. I am just a normal kid with a fancy watch that turns me into some weird stuff. Nothing else." Leon shook his head violently,

"No! You're a hunter, like him! You're here to capture me and bring me back to that psycho-palace!" Before Ben could stop him, Leon scrambled away into the darkness. Ben was just about to follow, when he heard his grandpa call from behind him. Ben decided that he wasn't going to tell his family about Leon just yet. Instead, he would just wait and see if he returned.

A week passed, and Leon never returned. Ben felt a little upset. He was hoping to figure out where he had come from and why that creature had attacked him. He and his family were stopping for fuel when from out of nowhere; a laser blast rocketed past Ben and exploded into a wall in front of him. People ran for their lives when they saw the blast. Ben scanned the area fast and saw that his attacker was some shadowy figure standing on the roof behind him. Ben slapped his watch down and transformed into the alien hero, he called, Four-Arms. He leaped up to the figure and in a growly voice threatened,

"You better get outta here, you freak, or I'm going to have to kick your butt outta here!" The figure just smiled and charged forward at Ben. The two grabbed each other and started pushing. The man had some serious strength, but Ben had the advantage with more arms. He flicked his attacker backwards off the roof and jumped down after him. The man quickly stood up and said with an attitude,

"Oh I am sure that you could probably stop me, Mr. Tennyson, for your diverse alien company inside that watch is more than enough to take on a hunter. Then again, you must know how to use each alien in order to stop me, and seeing as how you are only just a boy, I feel as if you stand no chance against me." Ben gave a puzzled look,

"I don't know what you just said, or even what it's supposed to mean, but I do know that this guy can beat the living snot out of you any day!" The man laughed and went to charge in again, but was stopped by a blast of electricity. He knew immediately who was responsible for the shot. Leon, who was silently observing from afar, jumped from the roof he was perched on and landed smoothly in front of the man.

"Leave him alone, Uncle," Leon demanded. "Or I'll have hurt you." The man almost fell over in laughter. Through glowing tears, he said, "Child, there is no way for YOU of all people to stop me! I am much more powerful than you will ever HOPE to be!" Red outlined electricity protruded from the ground and connected with Leon's body and his eyes lit up white.

"Oh, Uncle," he said, "You have never been more wrong." He jabbed his arm outwards and an arc of lightning danced its way over to its target. Leon's uncle flew backwards from the shock. He grunted as he rose to his feet.

"That tickled, boy," he remarked. He started shuttering and suddenly morphed into what looked like a giant alien rhino. "But I'm afraid that you are completely outmatched." Ben stepped forward,

"Yeah, well, at least we don't look like we got hit with the ugly stick!" The man roared and started sprinting towards the two heroes. Leon dodged right, while Ben dodged left. The man collided with a wall which made the whole building shake and groan. He ripped his glowing plasma horn out of the wall, flinging debris with him, and snorted, preparing for another charge. Leon built up some energy and fired it in the form of an electric orb at his uncle. Ben jumped into the air, attempting a dive bomb attack. The ball of lightning smacked the man in the face, but was still able to hit Ben out of the air. Leon rushed forth and roundhouse kicked his uncle in the head, making him recoil to one side. Ben, with all his might, punched him in the opposite side of the head which made him stumble to the other side. He fell to his side and transformed back into his normal self.

"You realize that there are many more of us, Nephew." He coughed up some black goo. "We will hunt you down and tear you and your friend apart." Leon chuckled.

"Uncle," he said, "You can send the whole clan after us and I promise you, we will win." His uncle growled and transformed into a Lepidopterran and flew away into the afternoon sky. Leon let out a sigh, the electricity dispersing away from him. Ben's watch timed out, turning him human again. Leon looked over to Ben with a sad expression.

Later in Ben's family's RV, Leon was discussing his coming about.

"I was running from my family. You see, they are a group of crazy people. Well, I shouldn't even say they are people. They take normal people and change their DNA using a random alien's to create some sort of super soldiers. That's what they did to me. I don't remember anything before a couple years ago. I do know that I am a special kind of hybrid." Ben's cousin, Gwen looked confused.

"What do you mean 'special kind' of hybrid?" Leon took a deep breath and replied,

"Well, I have multiple kinds of alien DNA mixed inside me. Like I can cast and manipulate lightning or electricity. I can also hear much better than any human, almost like a dog. If I touch someone, I can either read their mind, or influence them to do something. My strength is also incredibly heightened to the point where I can lift a truck with little effort." Ben and Gwen were amazed, but their grandfather, Max was a bit skeptical.

"I've never heard of such an organization doing such things. What did you say their name was again?" Leon shrugged,

"They always said that they had little time for naming themselves, so they are just called The Clan." Max started thinking to himself. Apparently, he was a former Plumber, an intergalactic police force of sorts. He since retired, but still remembers nearly everything from his time there. Gwen broke the silence by asking,

"So, who's in charge of this 'Clan'?" Leon shook his head.

"My family," he replied solemnly. Gwen sat back in her seat while Ben got closer.

"Your family?" He asked. Leon nodded. "So, your family is trying to kill you? Why?" Leon shook his head again.

"No, not kill me;" he said bluntly, "They merely want me to return to them so they can use me as a stepping stone for their future plans." Max hesitated to ask,

"And what would those future plans be exactly?" Leon sighed heavily.

"They want to turn all human life into one of their slaves. After that, they plan on taking on the rest of the universe. They have all the strengths of all the alien life forms, but none of their weaknesses. That is their plan with me. So far, though, my DNA is the only kind stable enough to survive the process. Everyone else, well, they can't take it and disintegrate." Leon stood up and stepped out into the isle of the RV and said sadly, "I have endangered you all enough. Now that you know they are out there, be careful. For now, I must go. I cannot allow any of you to get hurt because of my stupidity. Thank you for listening." He went to open the door when Max raised his hand and shouted,

"Wait!" Leon froze and stared blankly at him. "Son, I can't have you leave knowing that a group of psycho alien hybrid monsters are hunting you. You would be safer here with us. Plus, where else are you going to go?"

"No," protested Leon, "I can't stay. I would be a hindrance to you all. You would be looking over your shoulders every day because of me. My family, the whole clan, they won't stop until I am captured and they will kill _anyone_ who gets in their way." Ben scoffed,

"Please, if they are anything like the dude we faced today, I'm not worried."

"That was just my Uncle," stated Leon, "He is just a hunter. He shape shifts into other creatures to take down his prey, but has no real power. My mother and sister are the ones you should fear. They can crush your heart by just thinking about it. They would be the ones to destroy us." Max crossed his arms and boldly said,

"I've made up my mind, son. You are staying. You have nowhere else to go. Besides, if your mother is as dangerous as you say she is, you will need all the help you can get to take her down." Leon let out a long sigh. He looked at the faces of his friends. Each of them gave him a look that told him they really did want him to stay. They wanted to help. Reluctantly, he agreed.

A couple days passed. Leon was still reconsidering his decision on staying with the Tennyson's. They quickly grew to like him, however. He, to them, was just another member of the family. They were still in South Dakota, just camping out before leaving to the next state, when a scream came from down the river. Leon shot a worried look over to Ben, who was already rushing over to see what was wrong. Leon bolted after him. When they arrived at the scene, they saw a bunch of flying drones hovering around a couple's campsite. The woman screamed and the drone fired a bright red laser at her feet to silence her. In a digitized voice it inquired,

"Where is the one called 'Ben Tennyson'"? The lady screamed again. The drone fired another laser, this one aimed for her head, but Ben, who stealth fully transformed into Diamondhead, got in front of the laser beam and blocked it with a shield.

"Run," he shouted. The girl fled instantly. The drone beeped for a second then stated,

"Ben Tennyson, my master has been searching for you."

"Yeah, well you can tell him I ain't coming with you!" replied Ben. Leon, from out of the trees surprised attacked an unaware drone. He steered it to smash into a third drone. The collision caused the two to explode in a fiery way. Ben fired a dozen crystals at the first robot, with having only minimal luck in hitting it. However, it was enough for the robot to be disoriented and crash into the ground. Ben casually walked over and stomped the drone into pieces. Leon scanned the area, but saw no more flying around.

"What the heck were those things," he asked.

"They," started Ben as he transformed back, "Are a big problem. They had to have been sent by Vilgax." Leon was confused. "Who the heck is Vilgax?" Leon asked, a little bit annoyed. "Vilgax is a big alien squid thing. He tried taking me out before, but I managed to stop him. I thought he was gone for good, but it looks like he survived the crash after all."

"So, he is back from the dead and is trying to kill you. What for?"

"He wants this," Ben replied, pointing to his watch. "This is the Omnitrix. It's an alien weapon that allows me to transform into ten different aliens. You've already seen a few." Leon slowly nodded, understanding everything now.

"So, this Vilgax guy wants to take the Omnitrix and use it for his own personal gain, which knowing how bad guys work, is to take over the universe." Ben laughed and nodded. He looked around and put his hands in his pockets. Leon knew he had a question, but was too shy to ask.

"You want to know something else about me?" Ben nodded. "Alright, what is it?"

"How exactly did you get away?"

"Well, I destroyed their base that they kept me at."

"You destroyed it? How? And why didn't they have tighter security?"

"Trust me; it was tough enough getting out of that hole with the little resistance I came across. All I really did was overload the main reactor there and made sure that all my DNA samples were trashed. Once I was done that, I ran for my life. That was about a day before I met you guys." Gwen rushed over, hearing the explosions earlier.

"Are you guys alright?" She asked.

"Even if we weren't, dweeb," Ben said, folding his arms, "What could you have done to help? After all, _we_ are the heroes here." He then strolled away with a big smile on his face. Gwen became extremely mad at him, but Leon just put his hand on her shoulder and said,

"He means thanks for asking." She sighed, and the two walked back to the Rustbucket.

Later in inside the Rustbucket, Gwen and Leon were talking while Ben and Max went inside a shop to get some supplies for the road trip. Gwen was staring at Leon while he played around with her laptop. He was trying to hack into a former plumber network to gain access to information on the different aliens they encounter.

"You know," Leon said without looking up from the screen, "It's strange how your grandfather doesn't have something like this in here."

"Huh," Gwen said, a little distracted, "Oh, well I guess he never figured we would be fighting aliens during our summer vacation."

"Yeah, I guess that makes sense. He is supposed to be retired anyway. But still, can't hurt to hold to stuff like that."

"Sometimes, people try to forget their past." Leon stopped typing but continued staring at the screen. Gwen put her hand on her mouth and quickly apologized.

"I'm sorry I didn't mean to-" Leon put up his hand to stop her.

"Relax," he assured her, "It's fine. I was just thinking how much I wanted to forget everything I have been through over the last few years." Gwen gently placed her hand on his and calmly said,

"We _will_ help stop them. They won't get away with what they did to you and everyone else." Leon smiled.

"Thanks. You know, I don't see why Ben doesn't like you. You are a pretty cool person." Gwen smiled and lowered her head so he didn't see her blush. At that moment Ben and Max both walked in with a couple bags of stuff. Ben raised an eyebrow and asked in a teasing manner,

"What are you happy about, dweeb?" Gwen and Leon both laughed. He just rolled his eyes and shook his head.

It was starting to get late. Everyone was just about ready for bed except Leon. He couldn't stop thinking about his family and their endless pursuit for him. Every day, he worried that they would find him with his new friends. He had nightmares about what they would do to them to make him rejoin their cause. He kept telling himself that he would never let them have his DNA. That he would resist. However, he did not think that he would be able to see Ben or Gwen in that amount of pain because of his selfishness. Such thoughts brought him to silent tears. It was extremely late at night. Leon could not sleep. The nightmares were out in full force tonight. He decided to take a walk around the surrounding forest. The night was semi quiet. Only crickets and other nocturnal creatures were audible. Leon thought of what his life would be like if he stayed with the Tennyson's after all this was over. He thought of having a normal life. But his thoughts were cut short, for he stumbled upon a wreckage of a space craft. The ship was massive and seemed like it had been abandoned for quite some time. Leon wondered how on earth it arrived here unnoticed. He cautiously approached the ship, ready for some kind of trap to be sprung. If he had learned anything from his days at the clan, it was to always be aware of your surroundings. The inside of the ship looked worse than the outside. Pieces of metal were seemingly ripped from the wall as if something was hidden beneath it. Wires lay out across the floor and some of the lights dangled from the ceiling. None of them worked, which possibly meant that the reactor died out long ago or that when the ship landed, it was so severely damaged that power just simply stopped flowing. As he quietly made his way to the bridge, Leon thought of what species this ship belonged to. During the few years of the clan that he remembered, Leon had to learn many things. The different alien species was a large part of that. But he could not recognize the ship's origin. From the outside it looked almost generic, if you could consider a space ship that. It wasn't big either, possibly a couple hundred meters long and maybe half of that in width. Its paint had either faded or rusted away and most of the windows had been smashed.

Once on the bridge, Leon used his power to charge up the main computer. As it slowly came online, he started reading the last crew reports. Apparently, they were forced to crash land after being hit on the starboard side by some big red laser canon. Leon didn't see any such damage, but took the computer's word for it. He kept scanning the records for anything that happened after the ship landed. Nothing else was showing up. Only that the ship was carrying some kind of precious cargo. Leon couldn't imagine anything like that would have been carried on a ship like this. Suddenly, the silent, hollow halls of the ship started echoing with the sound of a red alert. Red lights dimmed on and off as the screen Leon was looking at put up a message saying to evacuate. Leon panicked and rushed to find the nearest hole to crawl out of, but was stopped by the security turrets that dropped from the ceiling. They opened fire without hesitation, but Leon dodged just in time. The blast shook the ship. Its structural integrity was failing from sitting out like it had been for so long. Leon jumped through crisscrossing laser fire and, using his powers, he blasted a large hole out the side of the bridge and leaped out, laser fire following closely behind him. He landed with a thud and turned around just in time to see the ship cave in on itself.

"I guess the security system doesn't like me very much. Or it wildlife inhabitants." Leon laughed to himself. He continued his walk through the forest, constantly thinking of the ship he stumbled across and wondering why it had been shot it down. After many hours of wondering, Leon finally felt tired enough to go to sleep. As he wobbled back into camp, the sun light rose from over the tall trees. He had been out all night. He looked around and saw that Max's tent had been opened. Leon figured he was as restless as himself. He opened up the trailer door and saw that Max was cooking. It smelled disgusting, and looked worse, but Leon was raised to not be a picky eater.

"Well, look who decided to get first servings," Max chuckled. Leon just smiled awkwardly. He sat down at the table and started eating; Max sat in front of him. "So," he started, "What wakes you up so early?" Leon shrugged as he shoved the gross looking food down his mouth. Max laughed. "No one ever eats my food, especially the way you are right now. You would think you were starved or something." Leon stopped eating. He remembered back in the clan, they would starve him if he failed to accomplish his task. Sometimes, they would beat him senseless on top of starving if he complained. Max stopped laughing. "I'm sorry. I forget that you were treated... unkindly at your former home."

"Home," Leon repeated. "No, Mr. Tennyson that was not a home. That was a prison. A place where good people went to die; where sanity became nonexistent and where love was considered a sin. Where I suffered for I don't even know how long." Max cleared his throat.

"I'm sorry I didn't mean-" Leon stood up slowly.

"No, Mr. Tennyson. I am sorry for spoiling your delicious meal. Forgive me." And with that, Leon straightened his plain black shirt and put his hands in his black jean pockets and walked outside, upset with himself. He told himself never to reveal more of his past to his friends again. He didn't like the looks of sorrow they gave him. He liked remembering the things that happened there even less.

While on the road, just as the moon started to rise over the horizon, Leon started playing around with the radio. He was trying to turn it into a more powerful one that used the signals on the plumber's satellites to listen in on any kind of conversation he could filter in. Ben just watched, curious to see what would happen. Leon screwed in the last of the components and turned it on. Suddenly, transmissions from across the globe were being pushed through the radio. Max was impressed.

"Where did you learn to do that?" Leon shrugged.

"One of the few good things the Clan taught me. They said technology was an important factor to learn or the modern day." Ben wasn't blown away by this, however.

"So you made so we listen to Asian radio stations, big deal." Leon put up his finger to silence Ben. He then connected the radio to Gwen's laptop and started keying in commands. The radio was static for a second, but quickly picked up another connection, this time it was a bit more interesting. There was a man and a woman who were arguing about something. The woman sounded upset that the man was never home anymore and asked if it was because of the pretty new secretary they got at work. The man instantly denied this accusation, but the woman wouldn't buy it. She made a grunting noise and the sounds of tearing clothes and screams filled the room. The man started shouting for someone to help. The woman sounded as if she had transformed. Her voice became low and sounded as if she had a mouthful of water. She said the man was a liar and that she was a fool for trusting him, even though he was a human. Glass started breaking and tables were being knocked over. Leon shut off the transmission before something bad happened. Ben let out a groan. "Aw man," he yelled, "It was just starting to get good!" Gwen, who was trying to sleep, came fumbling out.

"What are you guys doing out here? I'm trying to catch up on some lost sleep here." Ben rolled his eyes.

"You nerds and your sleep. You don't do anything nearly as tiring as me." Gwen put her hands on her hips and replied,

"I have to put up with your stupid face all day! That is tiring in and of itself!" Ben just stuck his tongue out at her. She grunted and sat down next to Leon. "Don't you ever sleep," she asked. Leon shrugged.

"Yeah, I don't even remember the last time I saw you sleep." Ben added.

"I just don't really need to, I guess," admitted Leon. "I have gone days without proper sleep. I don't how to explain it." Gwen gave him a worried look.

"Well, you aren't a part of that place anymore. You don't have to follow their ways."

"Yeah, I know," said Leon. "It's just, habits are hard to break. Especially when they are the only thing you know how to do." Ben yawned. "Well, you two nerds have fun. I'm off to dream about awesome things, like explosions!" Gwen stared at Leon as he typed ferociously on her laptop. She wondered if one day they could be together. Just be alone somewhere for a while, talk about normal stuff, and go to school together. She wanted to just spend some time with him, help him through this dark time he was going through. Leon turned and smiled. "I'd like that very much. But we have to get rid of my family first." Gwen tilted her head in confusion. Leon motioned with his eyes to his arm. She had inadvertently wrapped her hands around him which allowed him to read her mind. She blushed and withdrew her hands. "At first I thought I was going a bit crazy, but then I saw your hands and figured out what I was hearing." He gently took her hand and continued, "Like I said, I would enjoy that very much. I couldn't of a better person to talk to than you." She let out a great big smile and the two started talking about how her laptop worked and eventually got off topic and started talking about different pranks to pull on Ben. They stayed up until around midnight, laughing and having fun with each other's company. Finally, Gwen let out a big yawn and said goodnight to Leon. As her head hit the pillow, she started reliving the past few hours, longing for it to last forever. Leon, who shortly thereafter, passed out at the table and also dreamed about the past few hours. He wished that they could have met on better circumstances. He wished that his family would just go away, that all the evil in the world would just stop for one day, just so he could have a few more minutes with her. But the peace never lasted for him. Soon, the nightmares returned, plaguing his sleep. However, he started fighting back with the only shining light in his life at the moment, his friends. He dreamt of becoming victorious over his family. About making Vilgax beg for mercy at the feet of Ben and himself. He also dreamed that he became a normal kid that went to school, did homework, and had chores to do. He helplessly smiled in his sleep.

The sudden stop from the Rustbucket woke Leon up. He quickly looked around, trying to find the problem. He saw Ben and Gwen rush outside. A guy in red armor was flying around, blasting cars with his many laser weapons. Ben slapped the Omnitrix and turned into Gray Matter. Gwen was livid.

"Can't you figure out how that stupid thing works?" Ben shrugged and was going to reply, when the guy in armor snatched him up and started flying away. Leon ran up next to Gwen, who frantically said, "Sixsix has Ben!" Leon noticed he was near telephone poles.

"I'm going to try something, don't worry," he assured her. Gwen was about to ask what he was going to do, but he suddenly zapped into the wires. Red electricity started erupting from the wires.

Inside them, Leon was racing along at the speed of light to catch up to 66. Once he got close enough, he launched himself out and grabbed the bounty hunter's leg, throwing him downward. His grip on Ben was released as he plummeted toward the ground. Leon caught Ben and teleported back down. Ben shook his head fast.

"Wait, what just happened," he asked.

"No time to explain, we need to stop this guy." Ben pointed at Sixsix's chest.

"I opened up his armor. Zap him there!" Leon put Ben on the ground and began charging up. 66 jumped out of the crater he created when he landed and aimed his weapons toward Leon. He fired at the same moment Leon let his lightning go. 66 recoiled backwards and landed hard on the dry desert floor. He twitched slightly, but did not get up. Leon, who also flew back from the blaster fire, was curled up in a ball, smoke rising from his wound.

"Leon!" shouted Gwen as she sprinted towards him. Ben transformed back and also ran over to his friend. Gwen tried to see what was wrong, but Leon pushed her away, tears rolling down his face. He willed himself to his knees, but still clenched his midsection tightly. He was taking sharp gasps of air as he slowly rose to his feet. Ben grabbed one arm, while Gwen grabbed the other to help Leon up. He turned around to look at 66, who hadn't moved since he was hit. He winced at the extreme pain he was in and hobbled over to the seemingly lifeless corpse of 66. As he approached, 66 sat up in the blink of an eye and blasted Leon again, sending back to Ben and Gwen. 66 then activated his jetpack and shot away. Ben went to transform again, but Gwen turned him around and showed him Leon, who was emanating electrical energy and staring angrily at the sky. He crouched down and launched himself high into the sky, chasing after 66. He fired several blasts of lightning at 66, who dodged them all and returned fire. Leon weaved left and right to avoid getting hit a third time. Eventually, he caught up with 66 and yanked his jet pack off. The two freefell back down to the earth, hitting terminal velocity very quickly. Leon started wailing on 66 as they fell. He hit 66 so hard at one point that the creature's helmet flew off. Leon, noticing the ground was approaching fast, kicked 66 away and teleported into the power lines, then back to the ground, creating only a small cloud of dust in his landing. 66, however, was not so lucky. He made another crater, making the ground shake for a second. This time, he did not move. Leon let out a long breath that he was holding since his decent. The lightning discharged into the wires around him and he went to rejoin his friends. Ben had the biggest smile on his face, but Gwen had a look of fear.

"That was totally awesome," cheered Ben. "Man, you HAVE to do that again sometime." Leon saw Gwen's face and looked down at the ground. "I don't think so. It takes a lot of concentration when I do something like that." Ben was not even paying attention and went over to gloat in 66's face. Leon put his hands in his pockets and casually strolled over to Gwen. "I'm sorry you had to see that. Sometimes I lose myself in my power and can't control my actions." Gwen put her hand on his cheek and whispered,

"Don't scare me like that again."

"I won't. I promise." Just then, 66 leaped from the crater and threw down a smoke bomb. Ben fell back and started waving his hand to help dissipate the smoke. Once it cleared, it revealed that 66 had fled somehow. "Well, we tried," Leon remarked.

While on the road again; Ben was miserably looking out the window of the Rustbucket.

"Where exactly are we going again," he asked, very annoyed. Gwen shot him a dirty look.

"We're going to Yellowstone, doofus. Why can't you be happy for seeing a national monument for a change?" Ben snorted.

"Forget monuments! I want to kick some alien but like the Plumber I was destined to be!" Gwen folded her arms and replied,

"You don't even know what destiny is, idiot." Leon started laughing in the corner.

"Way to back me up, 'bud'"

"Well, hey," Leon quickly retorted, "She _is_ right. I doubt you know what that word even really means. Besides, if you did, you're making it out to seem like you are in some science fiction movie from the seventies." Ben started mumbling under his breath and walked away. Gwen took Ben's seat at the window and started staring out at the vast open plains. She quietly asked,

"Do you believe in destiny?" Leon glanced out the window too.

"Not really." He paused, choosing his words. "I believe that every person, no matter how smart or dumb, how powerful or not, can do whatever they want in this universe. They could become the president of the country, or become an intergalactic police officer. Anything."

"And what do you want to be?" He paused again.

"Normal." The two fell silent until they reached their destination.

Once at the park, Max, Gwen, and Leon all looked out in wonder. Ben, on the other hand, wasn't so impressed.

"So we just came out here to see a bunch of empty space. Big deal." Gwen just scowled at him.

"So," announced Max as he came out of the Rustbucket, "Who wants some dinner?" Ben and Gwen both stuck out their tongues in disgust and groaned. Leon, on the other hand was excited. They both looked at him like he was crazy.

"What," he defended, "It's actually pretty good. Well, once you get past its nasty looking nature of course." Ben and Gwen groaned again.

"Forget that, I'm going to XLR8 and getting myself a burger!" Gwen started playing with the Omnitrix with Ben.

"For once," she said, turning the dial, "I completely agree with you." Suddenly, a bright green light flashed, blinding them all for a second. Once it dimmed, it revealed that Ben had transformed into a new kind of alien. It was big, clumsy looking and yellow armor parts on his hands, shoulders and legs. Ben looked at his hands and said in a low voice,

"Whoa! A new alien! I wonder what he can do." He tried shooting laser beams from his hands and then tried shooting freeze rays from his eyes. "Great," he complained, "This guy can't do anything!" Leon laughed.

"You get a new alien only for it to be more useless than Grey Matter."

"Yeah, well at least Grey Matter has brains; this guy is as dumb as me!" He stopped and widened his eyes. Gwen and Leon chuckled to themselves. "Wait, I didn't mean that." A large shadow loomed over the four and a loud rumble made the laughter of Gwen and Leon silent. A meteor, the size of a house came hurtling towards them. Fire engulfed the whole thing, possible from reentry. It landed with the force of several wrecking balls hitting a wall and shook the ground to the point where the trees even shuttered. They cautiously approached the meteor.

"What the heck is that thing?" asked Ben. No one responded. They were all taken away by the thing. Another low rumble started and they all thought that another one was about to crash. Suddenly, the thing started moving and breaking apart.

"Whatever it is," panicked Gwen, "It's alive!" The shell of the thing crumbled to the ground, sending tiny shards in every direction. Once the shell was removed, the group all saw what was hiding beneath it.

"It's a-" Leon stopped himself. "Giant tick?" Three creatures on hover pads quietly passed by overhead Max and Ben. The shortest one flew over to the tick and put his yellow face up to the side of the creature and listened. Another alien, this one holding a big space ax, questioned the short one.

"What is the Great One saying?" the short one continued to listen carefully.

"He says that this planet is ripe with energy. He says that it shall bear witness to his almighty power!" Ben looked at Leon, worried about what was going to happen. The tallest alien, who had six tentacle-like feet, glanced over and saw Ben,

"How curious," he said in a calm, but cold voice, "An Arburian Pelarota here on Earth. Very curious. Perhaps it is a sign from the Great One!" Leon stepped forth and clenched his fists.

"Look, I don't know what kind of crazy cult you nut jobs are a part of, but this thing has got to go. Like now!" The three aliens laughed.

"Oh, child," the short one said, "Now that he is here, he will not leave until your planet is purified." Leon raised an eyebrow.

"Purified," Gwen asked, very confused, "What do you mean, 'purified'?" The aliens laughed again. The tall one hovered forward and projected a hologram image of what seemed like a planet. He then went on to explain that this was supposed to represent the earth and that the object above it was "the Great One". He explained that the Great One comes to a planet teeming with life and, using a complex method, plants himself into the planet and burrows his roots down into the core of the planet and sucks it dry of all energy leaving a hulking lifeless rock. The alien with the ax then remarked that all of Earth's cities would be laid to waste and that the oceans would dry up. After the explanation, the three aliens started chanting in the Great One's honor. Leon's head dropped.

"You guys are messed up." The alien with the ax grew angry with him and replied,

"How dare you speak like that in front of the Great One!" Ben, who grew tired of listening to this nonsense shouted,

"Ha! This thing isn't so great! He's just a big bug, and big bugs need to be squished!" the ax wielding alien charged at Ben, who saw this coming and quickly folded up into ball form and launched himself at his attacker. The alien wacked Ben away with a swing of his ax. Ben went catapulting into the woods, still in ball form. Leon ran forward, electricity bouncing up from the ground. Gwen and Max had both ran off after Ben. Leon slid and fired a large ball of energy at the one with the ax. He, however, was able to deflect it and make it ricochet back at Leon, who was surprised by this and jumped to the left, avoiding the returned fire. The alien came down for another swing, this time it connected with Leon's midsection. He sailed back into the woods and collided with a very large tree. A flash of red light came from a ditch behind him. _Ben must have transformed back to normal_, he thought. Ben sat up in the muddy ditch.

"Ow," he cried, "That was _so_ not cool!" Leon slid down the hill, kicking up some dust behind him.

"Uh, is it me," he said nervously, "Or do those trees look a little, I don't know, odd?" Everyone looked over at the trees and saw that they were indeed odd looking. In fact, they looked so strange, that they hardly resembled trees anymore. They became bulbous and very puffy looking. They even changed color to a light purple.

"We need to get back to that thing and fast!" stated Max. Ben nodded in approval and quickly transformed into Stinkfly. He grabbed Gwen and Max and took off, Leon following closely behind.

Leon slid out from the trees and noticed that the geyser had become a little, well; different from when he last saw it a few minutes ago. It looked like a giant zit that emerged from the ground. It seemed that the geyser was about to blow, but was contained by this goopy stuff that encased it now. Any slight puncture to the thing would possibly cause it to blow. The three worshipers noticed Ben flying overhead and announced,

"The Great One is about to demonstrate his power! Behold!"

"No thanks," Ben replied, "I like my forest and planet the way they were, alive and not gross looking." The worshipers glanced at each other then moved in for the attack. Ben dropped off Gwen and Max, while Leon finally caught up. The one with the ax flew down at Leon, readying his weapon for a strike. Leon leaped over his head and shot him in the back with a lightning blast. Ben was trying his best to outmaneuver the other two worshipers, but was having a bit of trouble. Suddenly, he transformed back into his normal self and started falling. Fortunately, he landed on the yellow one's hover pad, knocking him off. The worshiper landed safely on the soft ground and cheered,

"The Great One has spared me!" Ben came zooming around, this time holding a large stick in his hand. He wacked the yellow one across the head, sending him flying backwards into the mud. The second worshiper was flying in fast towards Ben, arms outstretched and ready to grab him. Ben steered his pad out of the way and quickly retreated into the sky. Leon was still busy dealing with the ax wielding worshiper. He ducked from a high attack and instantly swept at the legs of the worshiper. He fell over, dropping his ax. Leon reacted fast and grabbed the ax. He drew the remaining energy around him from the trees and grass and shot it into the ax, causing it to explode. The worshiper cried out and feinted right after.

There was still the "tick" to deal with. Ben saw that the Omnitrix recharged and was ready for use once again. He looked over at Leon and sarcastically said,

"Well, it's not like it can give me anything worse than that other guy, right?" He closed his eyes and slapped the watch down. When the green light faded, it revealed that Ben had transformed into the same alien as earlier. "Oh man!" he cried.

"Ugh," grunted Leon, "Seriously, dude, figure that stupid thing out, will ya?"

"It's not my fault! It doesn't exactly-"

"Watch out," shouted Gwen. The worshipers had recovered and were now back on the attack. Leon shoved Ben towards the Great One and commanded,

"I'll take care of the nut jobs, you blow that thing up!" Before Ben could protest, Leon had already jumped high in the air and grabbed the tall worshiper and started pulling at his face. Ben, about to transform into ball form, was shocked by some blast that one of the worshipers fired. He went sailing to the left. Gwen grabbed a big rock and threw it at the worshiper's hover pad, causing him to lose his balance and fall face first into the ground. The third saw this and charged at Gwen. She shrieked and attempted to flee, but wasn't fast enough and was caught by the worshiper. Ben, who used his momentum from bouncing off a bent tree, collided with the worshiper, who dropped Gwen instantly. Leon, who had subdued the tall one, steered his hover pad over to her and caught her just before she hit the ground.

With all the worshipers taken care of again, they all turned their attention to the tick once more.

"Leon," he yelled, "Try shocking it! Maybe that'll make it stop!" Leon shook his head.

"Unlikely. That skin looks pretty thick."

"What about if I could get you inside?" Everyone stared at Ben completely confused. "Look there!" he pointed to an open pore. "If I can get you inside there, could you zap from inside?" Leon shrugged and before he could verbally say what he was thinking; Ben rolled him inside of his ball form and launched himself towards the pore. Everything was quiet for what seemed like an eternity. Suddenly, the creature started shaking violently and in a split second, exploded, spreading purple slime everywhere.

Gwen and Max had taken cover right before the creature exploded. The worshipers regained conciseness yet again and surveyed the damage. They were hardly upset by the destruction of their once great leader. They now turned their attention to Ben. They rushed over to him and started bowing down. He tried to tell them that he didn't want to be worshiped or be their god of sorts. He even tried explained that it wasn't him who had killed the beast, that it was Leon, who had been hunched over in the center of the explosion, breathing heavily and covered in purple slime. He stomped over to Ben, fists clenched.

"If you ever," he threatened through heavy gasps of air, "Do that again, I _will _kill you." And with that, he waddled away to take a very long shower. Green light flashed as Ben returned to his normal form. The worshipers all looked at each other.

"Maybe," the tall one said, "A child is not worthy of being the next Great One." The others agreed and the aliens left as quickly as they came. Ben shook his head.

"This has been one of the weirdest days ever!" Gwen and Max emerged from their cover and slowly walked over to Ben, trying to avoid stepping in any of the slime. "You know," Ben said as he looked around at the damage and slime, "Maybe the great outdoors isn't such a bad idea after all." Max folded his arms.

"Well, that's great that you say that, because we can't go anywhere until the Rustbucket is cleaned up." He pointed at the RV. It was completely covered by the purple goo. Ben groaned and started muttering under his breath.

A few hours later, Gwen, Max, and Leon all sat back and watched Ben work hard to finish cleaning the Rustbucket. They were all laughing at him.

"You missed a spot, dweeb!" Gwen teased.

"What? Where?" Ben took a quick run-around the RV to see what she was talking about.

"Oh wait," Gwen put her hand over her eyes, "That's just your face!" Ben groaned loudly and continued with the cleaning. Leon, while having a great time, was eager to get on the move. He didn't like staying in one place for too long. He feared that his family would find him sooner rather than later.

The Tennyson's and Leon were back on the road, heading for some place where Ben could pick up some new video game based off some show he watched.

"So," Leon said, rubbing his eyes, "Explain to me again what this 'Sumo Slammers' is because I am not following a single second of it." Ben had forced him to watch a few episodes of the TV show Sumo Slammers because he thought Leon might enjoy it. That and it's his favorite show of all time.

"Sumo Slammers," Ben sighed, "Is about this guy, Ishiyama, who has to fight this other guy, Kenko because he is evil and is trying to take over the world."

"Wait, so Kenko is the good guy, then?" Ben smacked his face.

"No! _Kenko_ is the bad guy, _Ishiyama_ is the good guy!"

"Forget it, dweeb," Gwen chimed in, "No one with half a brain can understand that stupid show." Ben just waved his hand at her.

"Ah, forget you guys. You wouldn't know cool if it hit you in the face!" Gwen chuckled.

"Oh, and _you_ would?" Ben gave her a death stare then returned to watching his show. Leon shook his head and starting gazing out the window. He watched as the telephone poles whizzed by at high speeds and watched as the other cars slowly drifted off to the right. He watched as a shadowy figure sprinted behind tree after tree as they drove along at seventy miles an hour. _Wait, what?_ Leon thought. He rubbed his eyes and began focusing on the trees. Nothing. He was sure he saw something move. He slowly slouched back in his seat, still wary about what might be out there following them.

Leon awoke with a jump. He hadn't noticed that they had stopped. He looked around and saw that Gwen stayed behind. She was just playing around on her laptop. She glanced up from the screen and saw that Leon had finally woken up.

"Afternoon, sleepy head." He stretched and yawned.

"W-where are we?" Gwen closed her laptop and replied,

"We're at that place for Ben to pick up his stupid game. I got bored just waiting around in that super long line and decided to come back here. Also, I figured you could use some company when you woke up." Leon smiled and went to say something but was stopped by people screaming and running for their lives. Gwen and Leon looked at each other in worry and quickly rushed outside to see what was happening. They scanned the area and at first saw nothing, but then they found out what was causing everyone such distress. Four-Arms was ransacking the place. Leon sprinted up to him and shouted,

"Ben! Stop! What the heck are you doing?" Four-Arms just laughed and swatted him away. Gwen ran over to see if he was okay. Leon grunted as she sat him upright. "That's not Ben. There's no way it's him."

"How can you be sure? I mean, Ben _is _the only one who transforms into that guy." Leon brushed himself off.

"Yeah, I know, but that's not him."

"But _how _exactly are you sure it's not him?"

"Look at his chest." He pointed to Four-Arms' chest. "No Omnitrix symbol. It can't be Ben. Plus, this guy is destroying something related to Sumo Slammers. Ben would never do that. At least as far as I know him."

"Well, if that's _not _Ben, then where is he?" Max pushed his way past the still screaming people and through gasps of air he asked,

"What is Ben doing?" Leon was about to explain that that wasn't Ben, but Four-Arms let out a loud growl and threw a car at the building. The explosion shook the ground and created a massive heat wave. The group shielded their eyes from the bright flames and when the let their arms down, the Four-Arms had disappeared.

Back at the Rustbucket, they all saw Ben playing his new game, headphones on and enjoying it entirely. Gwen tapped him on the shoulder and without looking away from the screen, Ben lowered his headphones and, a very annoyed tone, asked,

"What do _you_ want, dweeb?" Gwen scoffed.

"What do _I_ want? How about _I_ want to know where you were while that attack was going on!" Ben shrugged.

"Didn't hear anything. I was busy playing this."

"See," Leon chimed in, "I told you it wasn't him."

"But how can we be absolutely sure it wasn't him?" Questioned Gwen. Leon put up his finger and sat down next to Ben.

"Ben," he said in a calm voice, "This guy destroyed the Sumo Slammers place." Ben turned off the game and stood up with an angry look on his face.

"Where is this punk?" Leon motioned his hands at Ben, silently saying that he was right.

The group of four headed back over to the scene of the crime to see if they could dig up any kind of information. Once there, however, they saw that a special task force had already arrived and were scanning the area for any clues for themselves. Max pushed everyone behind a piece of debris and ducked down.

"What are they doing, Grandpa," Gwen whispered. He shook his head.

"I'm not sure, but it looks like they're looking for something." Leon peered out from cover a little bit to see what was happening. A small squad of four guys, all wearing some weird helmet with a single focal lens, were patrolling the immediate area. They were holding very strange looking weapons. They were possibly high tech enough to deal with what attacked this place. After a while, a fifth person walked out of the shadows of the entrance for the building. This one had no helmet on and was wearing a slightly different uniform, which led Leon to believe that he was in charge. The man had a buzz cut and a large scar going across his face. The soldiers outside saluted as the man walked out of the hole in the wall. He waved his hand to put them at ease. One soldier quickly said,

"Lieutenant Steel, sir! We have searched the area and have found no trace of the alien that attacked here!" the man put his hands on his hips and replied in a deep voice,

"I am aware of that, private. Hasn't anyone found _any _kind of clue that may lead us to the thing that was here?" The soldiers just looked from one to another, waiting for someone to respond. Lt. Steel grunted and commanded his men to move out. After a couple minutes, the soldiers had retreated, leaving the scene open to Ben and his friends. Once inside, they gawked at the destruction. Stands were crushed and the second floor had collapsed in several areas.

After about ten minutes of searching, the group returned to the entrance and reported their findings to each other. They all sat in silence for a moment before Ben spoke up.

"So," he said with his hands in his pockets, clearly upset, "I take it no one else found anything too?" they shook their heads. _How can there be no clues whatsoever? _Leon thought to himself. He saw something move from the corner of the room. It was a camera, or at least it was the remnants of one. It was dangling from its power cords, swaying in the wind. He pointed at it and yelled,

"Look there! If we head to the security room, I'll bet we can open the file containing the footage from earlier and see exactly what happened!" Max nodded, impressed.

"Good thinking, Leon. Let's find that file!"

Inside the security room, Leon hopped onto the computer and started mashing keys. The screen flicked between different menus at high speed. Be stared, amazed a little bit.

"Why, you sure do know tech." Leon laughed.

"Well, it's not like they build these things with a great firewall or anything. They're pretty simplistic." He continued clicked and typing furiously to break into the system, which was slightly more challenging than he originally thought. Eventually, though, he broke in and started searching for the video file from today. Finally, after a lot of digging, he finally found the file. Once opened, it revealed that everything was going fine and normal until someone Ben recognized walked in and hovered around for a few minutes.

"That's Kevin!" he exclaimed. Gwen got in closer to see better and realized that Ben was right. Leon had no idea what they were talking about and turned around to ask who he was.

"Kevin," Ben explained, "Is a big jerk. I thought that he was my friend, but he ended just wanting the power of the Omnitrix." Leon, still confused, replied,

"So, this guy, Kevin, played being your friend so he could take the Omnitrix?" Ben didn't say anything; he just stood there, his arms folded. Gwen put her hand on his shoulder and answered for him.

"Ben felt really betrayed when Kevin turned on him. Kevin is one of those people who don't seem to want to be helped at all. He is, as Ben said, a jerk."

"A _big_ jerk." Ben corrected. Leon understood where Ben was coming from. After all, he was betrayed by his own family. They continued on with the recording and it showed that Kevin, after wandering around for a bit, transformed into Four-Arms somewhere off screen. He then proceeded to smash up the place. A piece of debris crashed into the camera, cutting off the feed. They didn't really need any more evidence; they already had all the information they needed. Ben slammed his hand on the table and said coldly,

"We are going to find him and beat him for good this time." Leon gave Gwen and Max a worried look as Ben stormed out.

Hours passed as the gang scanned the city for any trace of Kevin 11. Nothing except a few unreliable leads turned up. They were about to give up hope when Ben shouted out,

"Look! There he is!" he pointed in an alleyway they were stopped next to. Kevin was there and he quickly transformed into Four-Arms again and jumped away. Leon hopped out, throwing a small communication device to Ben and yelling back,

"Here! I'll follow him! You guys hurry and catch up!" he clambered up the side of the wall and disappeared over the rooftop. Ben listened very closely to hear where Leon had run off to. For a few minutes, it was silent. Then, his voice broke through the static. "Guys," he reported, "He's heading to the bridge! Those special ops guys are here, too! Get here, now!" the transmission cut off. Ben turned to Max and cried,

"Grandpa, the bridge! Hurry!" Max hit the gas and the RV took off for the bridge. Once there, they all got out and gazed up high to the top of the bridge. Red lightning was striking the sides and the top ferociously. Gwen grabbed her binoculars and quickly searched the top for a sign of Leon, or even Kevin. She caught a glimpse of Diamondhead's arm flop over the side and quickly retract. More lightning struck, making the sky light up an ominous color and the ground shake from the cracking sound. People started getting out of their cars and watched the spectacle unfold above them. The special-ops team pulled up in a big armored truck next to the Rustbucket and started unloading troops with heavy weapons. Ben noticed that the side of the truck, it read "S.A.C.T." in big bold letters. The troops even had it on their body vests. He couldn't imagine what it stood for, but he was sure that if they were after Kevin, they wouldn't hold back on Leon either. Ben snuck behind the RV and activated the Omnitrix. He cycled through the list of eleven aliens he had and slapped it down when he came to Four-Arms. Gwen noticed the flash of green light and turned in time to see Ben run up the cables attached to the bridge. She nudged Max to look. Ben sprinted up the cable as quick as he could, but Lieutenant Steel spotted him before he reached the top. He yanked a rocket launcher out of the hands of his trooper and aimed it at Ben.

Meanwhile, Leon was still battling Kevin on the top of the bridge. He had the upper hand until Kevin transformed into Heatblast and shot a large fire ball at Leon. It connected and sent him spiraling down to the ground. He opened his eyes and saw Steel was about to shoot Ben who was still running up the cable. Focusing his energy, Leon's body disappeared inside a ball of lightning and crackled through the air into the electrical systems of the armored truck and back out in an instant. He launched himself directly at Steel, who was just about to fire when Leon rammed into his back. Steel misfired and the rocket soared past Ben's head, exploding in the distance. Kevin heard the explosion and peered over the side. He laughed to himself and said,

"Finally, Tennyson! I was wondering when you would ever show up! I was getting bored pounding on your buddy there."

"Well, Kevin," Ben growled, "Here I am! So come get me! Unless you're chicken!" Kevin's expression went from smug, to vengeful in a split-second. Using a concentrated fire-blast beneath him, he flew up and down straight at Ben. Leon recovered from his teleporting act and saw he was being surrounded by S.A.C.T. troops. He helplessly looked around trying to find a way out, but saw none. Suddenly, Max clobbered one soldier in the back of the head and stole his gun and fired a non-lethal shot at another soldier. They all turned and began firing at his. Leon, whose rage was steadily building, drew in the electrical energy around him and released it in a massive wave which sent all the soldiers around him rag dolling into cars and some off the bridge. He collapsed to the ground, panting. _I'm not sure I want to do that again,_ he thought. Max helped him up and asked,

"You okay, son?" Leon blinked a few times and shook his head to wake himself up.

"Yeah," he eventually replied, "I think so. I've just never been able to nail that trick."

"Well, train later, right now Ben needs your help. Can you stand?" Leon, against his body's will, rose to his feet and let out a long breath. Leon, with his back turned to Max and Gwen said,

"Make sure these losers don't try that rocket thing again." And with that, Leon hopped on top of a car and leaped for the cable, running to the aid of his friend.

Ben was doing fairly well for himself. He and Kevin were trading blows. Kevin, who had transformed from Heatblast back into Diamondhead, jumped back and fired a few shards at Ben. He put up his arms to block the shards. Kevin retreated back to the top of the bridge with Ben in hot pursuit. Leon had finally managed to catch up with Ben and Kevin. He launched himself to the top landing next to Ben. Kevin shot his glare between the two heroes and smiled.

"The odds," he said, "Are hardly in your favor."

"Don't be so over confident. We could easily take you out if we wanted to." Replied Leon.

"Then why don't you?" Ben shook his head.

"Because we're the good guys, and we put scum like you away in a prison where you belong." Kevin growled and charged forward at Ben. He dodged, leaving an opening for Leon to strike. Kevin saw this coming and swatted Leon away as he hopped towards Kevin. Ben came back with a heavy hit to Kevin's face. He stumbled back and blindly fired a few shards at Ben's direction. The all missed, but hit one of the supports for one of the cables. The metal groaned under the stress. Leon grabbed the cable before it recoiled and struggled to hold it in place. He lost his grip and the cable went sailing down to the people below. It crashed into a dozen cars, luckily with no one in them and settled over the side of the bridge, slowly sinking in the water below. Kevin ran over and punted Leon off the side.

"Leon!" shouted Ben as he sprinted over and shoved Kevin off the same side. However, the momentum from the hit also sent Ben falling over after them.

Leon reacted fast. He teleported into one of the other support cable lights and slingshot himself back out to grab Ben and zap back in. Kevin continued to fall until he transformed into Stinkfly and shoot back up to the top of the bridge. Once on the ground, Ben stumbled to the around trying to get his bearings. Leon fell back against a car, feeling completely drained of energy from doing what he just did.

"Dude," Ben said, woozy, "Don't do that again." Between sharp breaths, Leon replied,

"No worries. I don't think that I have any more of those in me." Ben looked back up at the top of the bridge and saw Kevin gloating. He clenched his teeth and jumped as high as he could and resumed the fight with him. Leon remained on the ground, not exactly sure where he was. Max and Gwen rushed over to check on him.

"Leon! Are you alright?" Gwen asked, lightly hitting the side of his face to wake him up. Leon didn't respond. He just remained unconscious. Ben, on the other hand, was awake and beating Kevin to a pulp. He cracked him with a hard left hand, more like a two left handed punch, but you get the idea. Kevin recoiled back and was nearly completely beaten, when an unfortunate sound started ringing in the now quiet air. Ben's watch was timing out. He knew as soon as he returned to normal, he was dead. Kevin smirked and slowly rose to his feet. Ben tried retreating to the ground level, but transformed before he could jump off. He leaned over the edge and gulped. He turned and saw Kevin taunting him by walking at a slow pace. Ben had nowhere to go.

"I want that power, buddy," intimidated Kevin, "And you're gonna give it to me, weather you want to or not." He squeezed Ben's hand tight and started absorbing the power inside the Omnitrix. The energy surged into Kevin as he laughed maniacally. Suddenly, however, Kevin dropped Ben and backed up, grabbing his midsection. He started coughing and grunting. His arm inexplicably turned into Four-Arms' arm and his one eye became that of Grey Matter's. after a few minutes of him writhing around and turning into part of Ben's aliens, he stopped and looked at himself through a piece of glass and saw he had become a monster. Ben laughed at him.

"Well, now you look better than you did before," he teased. Kevin gritted his teeth and screamed. He fired out a fire ball accidentally with his left arm, which was derived from Heatblast, and the wings on his back, which were taken from Stinkfly, fluttered furiously. Kevin had become a mutant. Lieutenant Steel took the opportunity and quickly rearmed his rocket launcher and aimed at Kevin. It connected with Kevin and sent him over the edge and plummeting into the water below. During this, Leon had regained consciousness and quickly sprinted up to the top and grabbed Ben. They returned to the Rustbucket and pretended that nothing had happened as they drove away to the other side of the bridge. They were stopped once by Steel who questioned them about the alien attacks. Max just shrugged and replied,

"What aliens? I thought that you guys were doing some construction work on this thing." Steel glanced in the back and saw Gwen typing away on her laptop and Ben was just playing a game. Leon was hiding in the bathroom. Steel muttered something under his breath, but let the group go without saying anything to them.

Finally back on the road again, Ben went to the back and got some much needed rest. Gwen was still on her laptop while Leon sat quietly across from her, reading a book. She occasionally glanced up to see what he was doing, but he never moved each time she looked. Eventually, Max stopped the RV and announced that he was tired and was going to bed. Gwen yawned and followed suit after she said goodnight to Leon. He stayed up a bit longer. He couldn't help but think about what had happened to Kevin. He wasn't sure if he had survived the explosion, but if he had; his return wouldn't be a friendly one.

The next morning, Ben emerged from the RV, stretching and yawning. He slept rather well considering what he experienced last night. He saw Gwen and Max both sitting around a little portable grill eating and decided to join in.

"So," he said, pulling up a chair, "Where's Leon?" Max shrugged.

"He wasn't in the RV when I got up this morning and he wasn't anywhere around here." Ben shot his look over to Gwen then back at Max.

"Well, shouldn't we be a little, I don't know, worried that he's missing." Gwen chuckled.

"I'm sure he's fine, dweeb. Now just eat so we can get a move on already." Ben sighed and reluctantly started eating his breakfast.

Out in the surrounding woods, the birds chirped happily as the calm wind breezed through the open trees. The sun's rays shimmered around the leaf covered ground, sometimes revealing a large bug. A small stream, no deeper than a few inches, but very wide, flowed through the woods at a slow pace. Tiny fish swam in sharp bursts to keep up with the current. In the center was a large rock and on top was a person. Leon had spent his whole night sitting here for he couldn't sleep. He had his knees propped up under his chin and his arms wrapped around his legs. His tired eyes unblinkingly stared into the water beneath him. He watched as the tiny fish darted around the rock. His grey shoes had a few mud stains on them from when he trekked into the wilderness. His black jeans were slightly dirtied from grass stains from when he fell a couple times and his graphite shirt with its white stripe going down the left side was torn slightly from when he clambered his way through the dark to find this spot. His legs ached, his back hurt, and his head was throbbing, but somehow, someway, he was at peace with himself and the world around him. The peace was broken when he heard shouting. It didn't sound distressed, but it was still a cause for concern. _Who would be shouting in the middle of nowhere like this?_ Leon thought to himself. He figured it was probably his friends looking for him. He jumped off his rock and onto the muddy land. He put his hands in his pockets and started back for camp. The shouting grew louder as he got closer to the camp but was suddenly deafened by a massive explosion. Startled, Leon started racing to the camp to see if everyone was alright.

A giant crater lay where the fire pit had been and the shockwave from the explosion knocked the Rustbucket over on its side. Leon quickly scanned the area for any sign of his friends. The thick smoke surrounding the camp was impossible to see much through. He tripped over something, and closer inspection revealed that it was Ben's leg. Leon rolled him over and checked to see if he was alive. He was, but he was completely unconscious. He waved his hand around to try and clear some of the smoke creeping around him, but it was a fruitless effort.

"Don't worry," he shakily said to Ben, "I'll find the others and then I'll go get help. Just hang on!" He carefully treaded through the rest of the camp, making sure he didn't walk into someone else.

"You should have known better than to run from us, boy!" called a menacing voice from behind Leon. He cranked his neck around to see who said it, but saw no sign of them. He continued on even more cautious now. He heard feet scamper across the grass and quiet laughter from every direction. Leon stopped and just listened for another sound. Nothing. Then, a dark figure leaped from the smoke and tackled him to the ground. Its white eyes glowed through the heavy smoke.

"Hello, brother," the dark figure said. Leon's eyes widened. They found him.

"Sister?" exclaimed Leon. "How did you find me?" Still on top of him, his sister replied,

"Oh please, brother. You honestly think we are _that_ stupid? You are one of two creatures on this world who have a certain energy signature that cannot be replicated."

"So you traced my energy? How? You have no way of doing such a thing." His sister laughed manically.

"Dolt! Of course we have that power! We are the ultimate species on this world! Your pathetic human race is nothing more than a bunch of meat sacks! We have an infinite reach on this world and soon, the universe! Why not just end this now and join us? Or, better yet, just let me kill you so I can finish what mother and I started!" Leon's eyes electrified.

"Never!" he kicked her off of him and rolled to the side. She landed on her feet with a large smile still on her face.

"That's alright, brother. I like a challenge anyway." She lunged forward, her sharp claws drawn and ready to cut Leon down. He side-stepped and kicked her as she flew by. More footsteps echoed around them through the thinning cloud of smoke. Leon looked back at Ben, who was just starting to move. He turned back in time to see his sister tackle him to the ground. She grabbed his throat and held on tight. Leon gasped for air desperately. Ben, seeing what was going on, sluggishly activated the Omnitrix and transformed into Ghostfreak. He went intangible and disappeared underground. He returned to the surface, taking Leon's sister with him up into the air. She struggled to get free, and finally did, but ended up falling flat on her face when she landed.

Meanwhile, Leon was searching around him to see who else had decided to show up. He saw Gwen and Max running to him shouting something. They suddenly stopped dead in their tracks and fell in the dirt. Leon rushed over, but was sideswiped by a hunter. He spiraled on the ground before he slid to a stop. Ben flew back down and wailed on the hunter who hit Leon. He spun around and saw another one start to drag Gwen and Max away.

"You get your hands off them, jerk-weed!" Ben sped after them, but was shocked by some laser that one of the hunters fired. It shorted out his Omnitrix. He collided with the ground and twitched as the laser hit him again. Leon raced to catch up with the hunters, but drop kicked by his sister. She punched him square in the face, sending him recoiling to the right. He stumbled to his feet again, but she kept him down with a strong kick to the midsection. Ben tried helping him, but cracked in the back of the head with something heavy. He fell down, unconscious. Leon, through sharp breaths, raised his hand from the ground, as if trying to pull Max and Gwen back from the hunters' clutches. They escaped with their prisoners, leaving Ben and Leon both helpless.

The hours passed while Ben and Leon remained unconscious in the dirt. Dark clouds hovered overhead and a low rumble of thunder echoed throughout the campsite. Light rain dripped from the sky and landed on Leon's face. He opened his eyes slowly, blinking sharply as rain hit his eyes. His body fought him as he stood up. He held his side tight as he limped over to Ben, who hadn't woken up even though the rain was now a lot heavier than before. Leon nudged him with his foot, but Ben did not respond. He fell to his knees and rolled him over. Ben's eyes opened quickly, but he squinted instantly as they tried to focus. He sat up with Leon's help and groaned.

"What hit me?"

"Some sort of Taser, I think it seems to have shorted out the Omnitrix." Ben rubbed his head and replied,

"Well, that's just great. How in the world did they find us anyway?" Leon shrugged.

"I have no idea. I didn't think that they had the tech to track me. I underestimated them. And because of that, your grandfather and cousin are missing." Ben sighed.

"It's fine. They're tough, so we have time. Any idea where they may have been taken to?" Leon thought for a minute. Finally he answered,

"Well, they can't have come from far away; otherwise they wouldn't have had so many goons on us. There must be a base somewhere close by." _But where could they be hiding it?_ Leon paced back and forth for a bit, trying to figure out the most logical place the little base could be at. Ben was growing impatient.

"Come on, dude! I said they were tough, but they won't last forever!"

"I know! I know!" Leon rubbed his temples and continued to guess where they were taken to. Leon snapped his fingers. "A map!" Ben was confused.

"What?" Leon groaned.

"I need a map to see possible locations. There can only be one. They only have a few spread across the country so, there has to be one near here. Problem is, I don't know exactly where, so I need a map." Ben gave a long nod in agreement, even though he secretly didn't really follow. Leon tugged him to the Rustbucket and had him transform into Four-Arms to help lift the thing upright. Once inside, Ben helped Leon clear away some of the mess to find a map.

"Eureka," cried Leon.

"Uh, gesundheit?" Leon scoffed and threw the map down on the table and started running his finger across it. He slammed his finger down after a minute of searching.

"There," he declared, "That is where they are. I'm sure of it. Come on, they haven't much time."

Hidden away in some remote area on the border of Montana and South Dakota lies a small ghost town that no human has set foot in in years. The old wooden hovels that used to be homes were falling to pieces due to the rotted wood and nature taken it back. Inside some of the buildings were the remnants of people's helpless escape from this town. Old trunks were on the floor, open with nothing inside them except the occasional bird nest or animal home. Rusty wind chimes rang quietly, creaky iron hinge doors echoed, and the scurrying of tiny creatures was audible when close to the broken homes. A rush of wind breezed through the empty town as Ben broke the sound barrier as XLR8. He skidded to a completely stop, Leon holding on his back. He dropped down and immediately starting searching the empty houses for any sign of the Clan. Ben was doing the same, just a bit faster. They returned to the center of the village and reported their findings.

"I didn't find anything," Ben stated. Leon put his hands on his hips and gave a puzzled look.

"I don't understand. This has to be it! There is just no other place!" A flash of green light erupted from Ben.

"Maybe they moved. Or maybe they were never here." Leon shook his head.

"No, I'm sure of it. They _have _to be here." He noticed a well near the town hall and approached it. He leaned over and inspected it. He grabbed a piece of wood from the ground and struck it with a lightning shock, igniting it. He held it over the well and released it. It fell, but not far. In fact, the well was only a few feet deep. The fire revealed a tunnel to Leon's left. He motioned Ben over and showed him the tunnel.

"Told you they are here." Leon vaulted over the edge and landed in a small puddle of mucky water. Ben followed as soon as Leon moved slowly into the tunnel. He held his hand out, discharging energy to create light and cautiously moved farther and farther in the retched smelling hole. Ben pulled up his shirt to cover his nose.

"Gah," he commented, "This place reeks worse than Stinkfly!" Leon didn't respond. He was thinking too much of what he may find on the other side of the tunnel. At one point they came across a fork. Left seemed to lead down a fairly straight path, while right led down a water fall.

"Well," Ben shrugged, "Guess it's left." Leon stopped him.

"No." He paused and stared at the right side. "It's a trick."

"What?" but Leon was already walking towards the water fall. "Hey, Leon! Wait up!" Ben hurried after his friend who was heading straight for the water fall. Ben jumped in front of him to stop him and said, annoyed,

"What's the big idea? There's no way you would survive the fall!" Leon cupped his hand over Ben's mouth and turned him around pushing him close to the water fall. Leon reached his hand out and it pierced a bubble of sorts. Ben raised an eyebrow and cocked his head to the left. Leon continued forward, Ben silently following behind. The other side of the bubble was a laboratory with computers lined up everywhere. The walls were rusted steel and the floor was grated. Beneath that was deep dark pit where the water fall was. The bubble they walked through was a hologram showing them that the water fall was just that, a water fall. Secretly behind it was this hidden lab. Test-tubes spun around in various machines. The entrance was a glass door surrounded by more rusted metal. Leon crouched down and very slowly moved to one of the computers. He started typing in commands and was eventually brought to a screen showing the cell block. Max and Gwen were both there, strung up by chains above a dirty floor covered in bones and mud. A single light dangled above them, swaying slightly. Leon pointed at the screen and whispered to Ben,

"This is close by. If you go Ghostfreak, you can sneak in there undetected. I'll make the cameras do a loop of the room, that way they can't see you free them." Ben nodded and went to transform, but stopped and asked,

"Wait, what are you going to do?" Leon typed in more commands into the computer and brought up a different screen showing a list of letters and numbers. They were organized in such a way that they were believed by him to be code names for his DNA.

"I need to erase this stuff before they use it to do something terrible."

"What do you mean terrible," Ben gulped.

"I don't think I want to know. But whatever it is, it can't be anything good." Leon typed in one last set of commands and stood up. "Alright, I looped the cameras. You'll have plenty of time to rescue Gwen and Max. Just hurry before someone spots you." Ben nodded again and slapped down the Omnitrix, transforming into Ghostfreak. Before fading into the wall, he turned back at Leon, who just smiled. Ben sunk into the wall and went on to rescue his family. Once he was gone, Leon frowned again. He was terrified by just being in this place. He knew nothing good could come out of being here. He figured that the Clan anticipated his arrival and planned accordingly, but he didn't know what they had in store. _Guess it's time to find out,_ he thought.

Phasing through multiple walls, Ben finally managed to locate his family. He poked his head in the room to make sure that it wasn't being guarded and when he determined that it was secure, he floated in and became tangible. He hovered over to Max and, using Ghostfreak's claws, he cut the chain holding him up. He then hovered over to Gwen and cut her loose too. Max grunted, holding his head. Ben made sure Gwen hadn't been seriously hurt. She was slow to open her eyes and say something.

"Ben? W-what happened? Where are we?"

"We're in some hole in the ground. Leon tracked you guys here and is off somewhere trying to blow this place up. Or, at least, I think he's doing that."

"What do you mean 'blow this place up'?" Max asked nervously.

"Well," Ben replied, "He said he needed to erase hid DNA from here before they used it for something terrible." Max pinched the bridge of his nose.

"Whose _they_?"

"His family."

Leon crouched behind a table in another section of the lab. He thought he found the source of his DNA and was trying to figure out how to destroy it. The room was occupied by three others. Leon didn't know if they were any real threat to him, or if they were just plain scientists. He wasn't about to test that theory, however. The room wasn't very large. It had two entrances and a vent, from where Leon dropped in at. The floor was metal, as was the rest of the compound it seemed and it had three steps leading up to another platform which was where the tall glass cases of test tubes were being held. This is what Leon figured was his DNA. Everywhere else he searched, he found nothing, and being as this was the room where the computer said it would be at, he was pretty sure that this was his goal.

He silently reached the glass case and opened it. It creaked ever so slightly, which made Leon quickly glance over at the three scientists. They didn't seem to notice, so he continued on. From his fast research, Leon discovered that the ones with his DNA in them were labeled, QB-9857. He ran his finger across the hundreds of test tubes until he finally found the bunch with his letter and number combination. He smiled and pulled the tubes out. Suddenly, a red alert blared and the lights inside the case shut down. The scientists turned sharply and shouted,

"Hey! Stop him!" they shoved chairs out of their way and ran up to Leon. He reacted fast and, holding the tubes close to him, he jumped back into the vent and made his way to the incinerator he found earlier. The holder for the tubes only held six of them, but that was all that was there, so Leon didn't bother to look back. He hurried through the vent as fast as he possibly could and eventually reached the incinerator. He dropped down, alarms still ringing throughout the compound, and opened the doors to the fire pit. A large cloud of smoke rose as he opened it and the flames shot out instantly. He took one last look at the tubes and said to himself,

"Goodbye and good riddance." But just as he was about to throw them into the fire, a female voice from behind called his name.

"My son," said the voice, "What are you planning on doing with those samples?" Leon was completely petrified. He just held the DNA samples above his head, staring at the person on the catwalk behind him. He didn't think that his mother, of all people, would be hiding out here in this compound. She casually strolled down the metal steps towards Leon, who was still frozen at the fire pit. She adjusted her collar on her suit and held out her hand to him.

"Give me the samples, son. Don't make this any more difficult than it needs to be." Leon lowered the samples and held them close to him. His mother sighed and snapped her fingers; cueing two hunters to kick open the doors on the bottom floor and herd Ben, Gwen and Max out. All three were handcuffed. The one hunter shoved Ben to the ground in front of Leon's mother. He looked up at Leon and whispered,

"Don't give that to them. Let whatever happens to us happen, but don't give them those things!" the same hunter smacked Ben in the back of the head. Leon's mother grabbed him by the chin and showed Leon his face.

"Now, Leon," she said, coldly, "If you want this pathetic human… thing to live, just hand over those samples. Otherwise, I tear off his pretty little head and beat the other two with it." Leon's rage built immensely. He gripped the tray of samples tighter and clenched his teeth hard. His mother sighed again. "Now, son, we both know you don't have the guts to stop us. Our power is unlimited." Tiny bolts of electricity discharged around Leon and suddenly a bright white light engulfed everyone. During the distraction, Leon dumped the samples into the fire and quickly zapped the two hunters guarding his friends. After her vision returned, his mother saw that he had freed everyone. She screamed and turned into smoke and retreated into the compound. Leon helped Ben up and placed his hand on his shoulder.

"Are you alright?" he asked. Ben nodded, a little dizzy from the hit earlier.

"Yeah. I'm fine. How are we going to stop her?" Leon shook his head,

"No, not we. Just me. I want you guys to go and overload the main reactor here. This place has to be destroyed. Who knows what other kind of research they could be doing here." Gwen stepped forward and took Leon's hand.

"You can't take her on alone," she worriedly said. Leon half smiled.

"I don't plan on beating her. I know I can't either. I just need to distract her long enough for you guys to blow this place up. After that, we all run away together." She nodded and hurried away with Max. Ben stopped and turned around, giving Leon a smile that said, "Be careful". Leon smiled back and gave a sharp nod. He left the incinerator room and headed to where his mother's stench was strongest.

After a few minutes of deciphering the map of the compound, Max led Gwen and Ben to its main reactor. It was a large generator that had thick wires strung from every possible angle. _Those wires,_ Gwen thought, _must lead everywhere in this place. _She followed Max up to the console and watched as he began typing in different commands. He hoped that some of his plumber training would come in handy here, but the technology was so new, that he couldn't really make any sense of it. Eventually he gave up.

"I don't know how to shut this thing down. None of the tricks I know are working."

"Why not just smash the thing?" asked Ben.

"Because," Max replied, "The thing is nuclear. If you were to bust it open, we'd all be exposed to a massive amount of radiation."

"But," Gwen chimed in, "If you want to lose all your hair by age fifteen, then by all means." Ben glared at her then snapped his fingers.

"Wait!" he exclaimed. "Greymatter can probably work that console." Max was impressed.

"Good thinking, Ben." Ben stuck his tongue out at Gwen, who just folded her arms and looked away. Ben turned the dial of the Omnitrix and fixed it on Greymatter. He slapped the dial down and after the light faded, he was a few feet smaller and had big bug eyes. Ben jumped up and cheered,

"Yes! Finally this stupid thing did something right!" He hopped up onto the console and started punching in commands. Just then, the doors in front of them slid open and four hunters stepped through. Gwen gulped.

"Hey, dweeb," she cried, "Might want to hurry with that!" Ben didn't respond, he just kept hammering away at the keyboard. The hunters slowly approached the group, glowing white teeth showing and everything. One transformed into a Vulpimancer and another turned into a Vaxasaurian. The others stayed in their human form and continued to leisurely stroll near Gwen and Max. Ben, who was still concentrating on the computer, shouted,

"Eureka!" He faced the hunters, beaming a smile of complete confidence. "You guys are in _so_ much trouble right about now!" The two in human form looked at each other when, all of a sudden, the light in the room dimmed dramatically and the reactor made a blaring siren sound. The hunters covered their ears and, realizing what was going on, retreated deep into the compound. Ben hopped down from the console in time to transform back into his human self and he and his family ran off to find Leon.

Leon was still searching for his mother while his friends were off finding the reactor. He traced her to what seemed like a computer grid room. He nervously stepped inside. The door slammed shut behind him, locking itself behind him. The dim lighting suddenly brightened, intensifying the grid-like floor, walls, and ceiling. In the center, standing with her arms spread apart, was his mother. Her eyes were glowing white along with her sharp teeth. She almost represented some kind of demon, but to Leon, she was always a demon. He straightened himself and casually walked forward, trying to pretend that he wasn't scared, even though he really was.

"Welcome, my son," his mother greeted. "Welcome to yours and your friends' doom!" Leon scoffed.

"Our doom? In case you hadn't noticed, mommy dearest, I destroyed your samples of my DNA. You lost today. Plus, I won't rest until I beat you." She laughed manically.

"Oh you stupid, stupid child. You think that was our only supply of your DNA? You must be dumber than you friend, oh what's his name, Ben! We have others stashed away in our most heavily guarded labs hidden in plain sight." Leon tried not to be taken aback, but gave a look of extreme worry and shock on his face as he continued walking to her.

"How many more can you possibly have?"

"More than you can imagine, child. But don't worry, I'll be sure to use that precious DNA of yours well. In fact, I think I'll create a clone and have him kill your pathetic friends. Oh I can see it now, the look on their faces when 'you' rip out their hearts!" Leon screamed and bolted at his mother in lightning form. He speared her, creating a big shockwave that disrupted some of the rooms systems and caused tall pillars to raise and lower randomly. His mother grabbed Leon and threw him into one of the raising pillars. He hit it hard, but was not fazed. He bounced off the pillar and flew back at her, but was cut off by another raising column. He clambered to the top to continue the fight, but when he reached the top, his mother vanished. He quick scanned the area, but was knocked off his feet from behind. His mother changed into her smoke form and gracefully flew down below to roundhouse kick Leon back up. She went smoky again and went to do the same thing, but this time she was going to kick him down to the ground, when Leon flipped around in mid-air and grabbed her by the neck and squeezed. They fell onto a column and rolled around a couple times. Leon ended up back on top, still holding on her neck with all his might. In a cold voice he said to her,

"I will _never_ let you hurt them. I will _never _let you win! I will _kill_ you if I have to!" a light emanated from Leon's left. He hadn't realized the columns stopped rising and lowering and that the lights in the room were dimmed. He looked over, half expecting to see hunters try and stop him, but instead he saw Ben and Gwen standing there with a look of disbelief. Leon looked back at his mother, who was laughing hysterically.

"See?" she croaked, "You're more like us than you give yourself credit for! You think they trust you? You think they want to be your _friend_? You're a monster. You're a byproduct of us. A mistake. You are a complete and utter failure!" The rage built up inside Leon finally exploded out of him. He cried out, louder than ever before, and unleashed a metric-ton of volts of electricity into his mother. She continued laughing through the pain until she exploded, sending black goo flying all over the room. Leon stood up very slowly and stared at the ground. The black goo was dripping from his face along with a few tears. Ben cautiously stepped forward.

"Dude, a-are you alright?" Leon didn't move. He didn't say anything. He just stood there with the goo dripping off of him. Ben turned to Gwen, silently asking for advice, then back at Leon. She started moving to him, trying very hard not to make a sound. As she went to go and touch his shoulder, he sidestepped and put his back to them.

"Don't," he whispered. "Don't come any closer. She was right. I am a monster." Gwen tried to calm him down by saying,

"No, you're not, you're-" but Leon swiped his hand at her and through angry tears he replied,

"Look at me! I'm a freak! I'm one of them, only I know I'm a menace! I'm no hero! Heck, I don't even know if I'm human!"

"Leon," Ben jumped in, "You're totally a hero! I mean, you helped me find Gwen and Grandpa!" Leon shook his head.

"No." And with that, he dispersed his energy all around the room and disappeared. Gwen's heart sunk a little. Ben didn't know what to think. Just then, Max ran in and looked around.

"Wow," he commented, "What happened here?" Gwen fell to her knees and cried. Ben just stuffed his hands in his pockets and stared at the place where Leon's mother once was.

Later that night, Max sat down with Gwen and Ben.

"Look," he calmly said, "He just needs some time to think over what happened today. I promise he'll come back." Ben watched as the trees zipped by him as they drove through the country side. He wondered if what his grandfather said was true. He hoped one day Leon might return, but he wasn't so sure that holding on to that was healthy. Instead, he decided to do what he was told, and wait.


End file.
